[8-K] Citizens, Inc. Reports Material Event

Rhea-AI Filing Summary

Citizens (NYSE:CIA) filed an 8-K reporting the final voting results of its 2025 Annual Meeting held on June 17, 2025.

Shareholders elected all eight director nominees, with votes “FOR” ranging from 2.86 million to 3.43 million. Grant Thornton LLP was ratified as independent auditor with 6.46 million votes (97%) in favor. The non-binding Say-On-Pay proposal passed with 80% support. No additional proposals or material matters were presented, and the filing contains no new financial, strategic, or risk disclosures.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 17, 2025

COMMISSION FILE NUMBER: 000-16509

CITIZENS, INC.

(Exact name of registrant as specified in its charter)

Colorado						84-0755371
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

11815 Alterra Pkwy, Suite 1500, Austin, TX 78758

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number: (512) 837-7100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Class A Common Stock			CIA			New York Stock Exchange
(Title of each class)			(Trading Symbol)			(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter):

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

Item 5.07    Submission of Matters to a Vote of Security Holders

On June 17, 2025, the Company held its 2025 Annual Meeting of Shareholders (the "Annual Meeting"), at which a quorum was present.

As described in detail in the Company's proxy statement dated April 30 2025 (the "Proxy Statement"), the shareholders were asked to consider and vote upon the following proposals:

1) To elect each of the 8 director nominees identified in the Proxy Statement to the Citizens, Inc. Board of Directors;

2) To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2025; and

3) To approve, on a non-binding advisory basis, executive compensation (“Say-On-Pay”).

At the Annual Meeting, the Company’s Class A shareholders voted on the proposals and cast their votes as described below.

Proposal 1 – Election of Directors

The individuals listed below were elected at the Annual Meeting to serve as the Company’s directors:

Name			For			Against			Abstain			Broker Non-Votes
Peter M. Carlson			3,433,773			17,525			26,626			3,195,669
Christopher W. Claus			3,269,575			26,206			182,143			3,195,669
Cynthia H. Davis			2,949,965			501,366			26,592			3,195,669
Jerry D. Davis, Jr.			2,857,300			437,204			183,420			3,195,669
Terry S. Maness			3,064,285			312,728			100,910			3,195,669
J. Keith Morgan			2,969,317			357,463			151,143			3,195,669
Jon Stenberg			2,992,411			409,277			76,236			3,195,669
Mary Taylor			2,986,807			465,369			25,748			3,195,669

Proposal 2 – Ratification of the Appointment of Grant Thornton LLP as Independent Auditor

Class A shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2025.

For:			6,463,428			97%
Against:			169,367			2.5%
Abstain:			40,797			<1%
Broker Non-Votes:			N/A			N/A

Proposal 3 – Advisory Vote to Approve Executive Compensation

The Class A shareholders approved the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the 2025 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

For:			2,796,164			80%
Against:			465,160			13%
Abstain:			216,599			6%
Broker Non-Votes:			3,195,669			N/A

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIZENS, INC.

By:

/s/ Sheryl Kinlaw

Chief Legal Officer

Date: June 20, 2025

FAQ

Which directors did CIA shareholders elect at the 2025 annual meeting?

All eight nominees—Peter Carlson, Christopher Claus, Cynthia Davis, Jerry Davis, Terry Maness, J. Keith Morgan, Jon Stenberg, and Mary Taylor—were elected.

What level of support did CIA’s Say-On-Pay proposal receive?

The advisory Say-On-Pay resolution was approved by 2,796,164 votes, representing 80% of votes cast in favor.

Was Grant Thornton LLP ratified as CIA’s auditor for 2025?

Yes. 97% of votes (6,463,428 shares) favored ratifying Grant Thornton LLP as the independent registered public accounting firm.